Mark Bertels
About Mark Bertels
Mark E. Bertels (age 62) is Executive Vice President, Risk Management Services at CorVel, responsible for claims, network solutions, and case management field operations. He has been with CorVel since 1989 and was promoted to his current role in April 2022; he holds a BA in psychology and an MS in rehabilitation counseling from Emporia State University . CorVel reported strong FY2025 results, including 13% revenue growth and a 27% increase in net income, underpinning the Compensation Committee’s pay-for-performance approach; FY2025 TSR (value of $100) was 200, net income was $95.2 million, and diluted EPS was $1.83, illustrating alignment between results and incentive design .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CorVel | Executive Vice President, Risk Management Services | Apr 2022 – Present | Leads nationwide claims, network solutions, case management operations |
| CorVel | Regional Vice President | Oct 2021 – Apr 2022 | Regional leadership preceding EVP promotion |
| CorVel | Area Vice President | Jan 2011 – Oct 2021 | Long-tenured field operations and growth leadership |
| CorVel | Various roles (since 1989) | 1989 – 2010 | Built deep expertise across claims and managed care services |
Fixed Compensation
| Metric | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | 260,253 | 274,371 | 290,579 |
| Cash Bonus ($) | — | — | — |
| Non-Equity Incentive Plan ($) | 103,749 | 151,905 | 91,304 |
| All Other Compensation ($) | 2,537 | 2,773 | 2,860 |
Notes:
- All Other Compensation for FY2025 includes $2,300 401(k) match and $560 life insurance premium; FY2024: $2,250 match and $523 premium; FY2023: $2,050 match and $487 premium .
Performance Compensation
Annual Cash Incentive (Design and Outcomes)
| Attribute | FY2025 Program |
|---|---|
| Target opportunity (% of base) | 30%–75% (by role) |
| Weighting | 50%–75% corporate (revenue growth, net income, margin); 25%–50% function-specific MBOs |
| Payout range achieved | ~23%–53% of base across NEOs |
| Notable FY2025 achievements | ~13% revenue growth; ~27% net income increase; CERIS platform expansion; generative AI deployment; margin enhancement |
Equity Awards Granted (Recent Grants)
| Grant Date | Instrument | Shares/Options (#) | Exercise Price ($) | Vesting | Grant Date Fair Value ($) |
|---|---|---|---|---|---|
| 1/14/2025 | Stock Options (time-vest) | 2,500 | 110.18 | 25% after 1 year; remainder monthly over 36 months; 5-year term | 79,724 |
| 1/14/2025 | Stock Options (performance-vest) | Potential up to “maximum” per award design (performance-based) | 110.18 | Vests on earnings growth targets; no target/threshold disclosed | Included in valuation approach |
| 5/16/2024 | Stock Options (time-vest) | 1,200 | 90.08 | 25% after 1 year; remainder monthly over 36 months; 5-year term | 32,333 |
- CorVel’s long-term incentives emphasize stock options; standard vesting is 1-year cliff (25%) then monthly over 3 years; typical expiration is 5 years .
- Performance-vesting options for NEOs vest on achievement of earnings growth goals; specific targets are not publicly disclosed due to competitive sensitivity .
Equity Outstanding (Year-End FY2025)
| Award | Exercisable (#) | Unexercisable (#) | Performance Unearned (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|---|
| Options (time-vest) | — | — | 2,500 | 110.18 | 1/14/2030 |
| Options (time-vest) | — | 1,200 | — | 90.08 | 5/16/2029 |
| Options (perf-vest) | 2,747 | — | 7,350 | 66.85 | 11/2/2028 |
| Options (time-vest) | 594 | 906 | — | 74.09 | 8/10/2028 |
| Options (perf-vest) | 2,510 | — | 4,800 | 52.00 | 11/3/2027 |
| Options (time-vest) | 1,455 | 795 | — | 54.54 | 8/4/2027 |
| Options (time-vest) | 11,157 | 4,593 | — | 49.63 | 5/12/2027 |
| Options (time-vest) | 5,847 | — | — | 65.72 | 12/8/2026 |
| Options (time-vest) | 672 | 78 | — | 52.65 | 8/5/2026 |
| Options (time-vest) | 1,005 | 45 | — | 39.83 | 5/6/2026 |
| Options (time-vest) | 1,200 | — | — | 34.44 | 2/4/2026 |
| Options (time-vest) | 900 | — | — | 29.23 | 11/5/2025 |
| Options (time-vest) | 900 | — | — | 26.50 | 7/31/2025 |
Option exercises (FY2025): 2,550 shares exercised; $198,836 value realized .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (3/31/2025) | 32,761 shares |
| Directly Owned | 2,586 shares |
| Options exercisable within 60 days | 30,175 shares |
| Shares outstanding (denominator) | 51,359,544 |
| Ownership as % of SO | ≈0.064% (=32,761 / 51,359,544) |
| Stock ownership guidelines | None for executive officers |
| Hedging/Pledging | Hedging prohibited under insider trading policy; plan prohibits pledging/transfer of unvested awards; no pledging of common shares disclosed for Bertels |
Employment Terms
- Employment status: At-will; no individual employment agreement for NEOs .
- Severance: No severance for termination without a change in control (no cash severance, no benefits) .
- Change-in-control (CIC) treatment: Options automatically accelerate immediately prior to a CIC unless assumed/replaced; if assumed/replaced, no automatic acceleration; Compensation Committee retains discretion to accelerate upon certain CIC events or post-CIC termination .
- CIC value (as of 3/31/2025, hypothetical): Shares subject to acceleration for Bertels: 28,987; indicative option value: $1,703,296 (based on stock price less exercise price methodology) .
- Clawback: All awards subject to clawback/recoupment policy adopted by the Board or required by law .
- Insider trading/hedging: Company prohibits hedging or offsetting economic interest in company securities .
- Section 16 compliance: One Form 4 for Bertels (5/16/2024) was filed late (not timely) per FY2025 proxy .
Compensation Structure Analysis
- Mix and trends: Pay heavily at-risk via annual MBO cash incentives and stock options; base salary is a modest component of total comp . In FY2025, Bertels’ non-equity incentive was $91,304 and option grant-date value was $112,057, versus $290,579 salary .
- Equity vehicle choice: Continued preference for options over RSUs; options only deliver value with stock price appreciation (shareholder-aligned) .
- Performance rigor: Performance option vesting tied to undisclosed earnings growth targets the committee deems rigorous; goals not disclosed for competitive reasons .
- Peer benchmarking: Committee uses Alera Group market data, generally considers 50th percentile targets; no formal peer group or consultant retained historically .
- Say-on-pay: Approximately 92% approval at 2023 annual meeting; no major FY2025 design changes .
Performance & Track Record
| Measure | FY2021 | FY2022 | FY2023 | FY2024 | FY2025 |
|---|---|---|---|---|---|
| Total Stockholder Return (value of $100) | 188 | 309 | 349 | 256 | 200 |
| Net Income ($000) | 46,356 | 66,410 | 66,365 | 76,252 | 95,165 |
| Diluted EPS ($) | 0.85 | 1.22 | 1.26 | 1.47 | 1.83 |
- FY2025 compensation discussion highlights ~13% revenue growth and ~27% net income increase; strategic priorities included CERIS platform expansion, AI deployment, client retention, and network optimization .
Investment Implications
- Alignment and incentives: Bertels’ pay mix emphasizes performance (MBO-driven cash plus options) with explicit ties to revenue, profitability, and earnings growth; no guaranteed bonuses and robust anti-hedging and clawback provisions enhance alignment .
- Retention risk and CIC economics: No severance absent CIC, but substantial unvested and performance-based options and significant CIC acceleration value ($1.70M) create strong retention hooks and could influence behavior around strategic transactions .
- Insider selling pressure: FY2025 exercises were modest (2,550 shares; $198,836 realized), but a large option overhang (e.g., time-vest and performance tranches through 2030) suggests periodic exercise-driven supply as awards vest; watch vesting calendars and trading windows for flow impact .
- Ownership and governance: Direct ownership is relatively small (2,586 shares; total beneficial 32,761 incl. options ≈0.064% of SO), with no stock ownership guidelines; policy prohibits hedging but no explicit public prohibition on pledging of common shares (beyond award transfer restrictions). Consider advocating ownership guidelines to strengthen alignment optics .
- Pay-for-performance durability: Committee uses market data (50th percentile orientation) and emphasizes options over RSUs; performance-vesting tied to earnings growth supports shareholder value creation if targets remain rigorous and transparent enough to investors, albeit undisclosed .